DEFERRED SHARE AWARD



                   ( [DATE] AWARD FOR _______ DEFERRED SHARES)



         This Deferred Share Award is made to [CANADIAN OFFICER] this ____ day

of ____________, 20____, by THE HOME DEPOT, INC., a Delaware corporation.



                              W I T N E S S E T H:



         WHEREAS, the Company has adopted The Home Depot, Inc. 1997 Omnibus

Stock Incentive Plan which is administered by the Committee; and



         WHEREAS, Executive is an officer and employee of the Company and its

subsidiaries eligible to receive an award of Deferred Shares under the Plan; and



         WHEREAS, the Committee conducted its review of Executive's performance

and compensation and approved equity awards for the Executive at its __________

meeting,



         NOW, THEREFORE, the Committee hereby makes an award of Deferred Shares

under the Plan to Executive pursuant to the following terms and conditions:



         1.       Definitions. As used herein, the following terms shall be

defined as set forth below:



         (a)      "Award" means the Deferred Share Award to Executive, as set

forth herein, and as may be amended as provided herein.



         (b)      "Board" means the Company's Board of Directors.



         (c)      "Company" means The Home Depot, Inc., a Delaware corporation,

with offices at 2455 Paces Ferry Road, Atlanta, Georgia 30339.



         (d)      "Cause" means that Executive has been convicted of a felony

involving theft or moral turpitude, or engaged in conduct that constitutes

willful gross neglect or willful gross misconduct with respect to Executive's

employment duties which results in material economic harm to the Company or its

subsidiaries; provided, however, that for purposes of determining whether

conduct constitutes willful gross misconduct, no act on Executive's part shall

be considered "willful" unless it is done by Executive in bad faith and without

reasonable belief that her action was in the best interests of the Company and

its subsidiaries; Cause shall not be deemed to exist for purposes of this Award

unless a determination that Cause exists is made and approved by the Committee

and such determination shall be final and binding upon all parties.



         (e)      "Change in Control" means the occurrence of any of the

following events: (1) any "person" (as defined in Section 13(d) and 14(d) of the

Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding for

this purpose, (A) the Company or any subsidiary of the Company, or (B) any

employee benefit plan of the Company or any subsidiary of the Company, or any

person or entity organized, appointed or established by the Company for or







<PAGE>



pursuant to the terms of any such plan which acquires beneficial ownership of

voting securities of the Company, is or becomes the "beneficial owner" (as

defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of

securities of the Company representing more than twenty percent (20%) of the

combined voting power of the Company's then outstanding securities; provided,

however, that no Change in Control will be deemed to have occurred as a result

of a change in ownership percentage resulting solely from an acquisition of

securities by the Company; or (2) during any two (2) consecutive years (not

including any period beginning before the Grant Date, individuals who at the

beginning of such two (2) year period constitute the Board and any new director

(except for a director designated by a person who has entered into an agreement

with the Company to effect a transaction described elsewhere in this definition

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